RE-BID ITB # 23-10-01 JOINT PROCUREMENT CENTRAL ISLAND

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dedicated source of repayment of the WIFIA Loan or any other Obligations (the proceeds of which are applied to fund Total Project Costs), in each case granted pursuant to the Master Resolution, (iii) amend, modify, replace or supplement any Related Document or permit a waiver of any provision thereof in a manner that could adversely affect the WIFIA Lender or could reasonably be expected to result in a Material Adverse Effect, or (iv) terminate, assign or replace any Related Document (other than the replacement of any Principal Project Contract permitted under Section 17(a)(xi) (Events of Default and Remedies – Default Under Principal Project Contracts) in a manner that could adversely affect the WIFIA Lender or could reasonably be expected to have a Material Adverse Effect. (c)No Prohibited Liens. Except for Permitted Liens, the Borrower shall not create, incur, assume or permit to exist any Lien on the Project, the Pledged Funds, the System Revenues, or the Borrower’s respective rights therein. (d)Restricted Payments and Transfers. Notwithstanding the provisions of the Master Resolution permitting the use of moneys in certain System Accounts for any lawful purpose, in the event and during the continuance of a Payment Default or a failure of compliance with the Rate Covenant, the Borrower shall not permit System Revenues or other assets of the System, or any funds in the System Accounts or any other accounts held under the Master Resolution, or in any other fund or account held by or on behalf of the Borrower in respect of the System, to be paid or transferred or otherwise applied for purposes other than ownership, operation or maintenance of the System. Such restriction shall no longer apply if the Borrower cures the underlying Payment Default in the case of a Payment Default or reestablishes compliance with the Rate Covenant in the case of failure of compliance with the Rate Covenant. (e)No Prohibited Sale, Lease or Assignment. The Borrower shall not sell, lease or assign its rights in and to the System, a substantial portion of the assets included in the System, or its rights and obligations under any Principal Project Contract, in each case unless such sale, lease or assignment (i) could not reasonably be expected to have a Material Adverse Effect and (ii) is made by the Borrower in the ordinary course of business. (f)Fiscal Year. The Borrower shall not at any time adopt any fiscal year other than the Borrower Fiscal Year, except with thirty (30) days’ prior written notice to the WIFIA Lender. (g)Mergers and Acquisitions. The Borrower shall not, and shall not agree to, reorganize, consolidate with or merge into another Person unless (i) such reorganization, merger or consolidation is with or into another entity established by State law and such reorganization, merger or consolidation is mandated by State law, and in each case, does not adversely affect or impair to any extent or in any manner (A) the System Revenues or other elements of the Pledged Funds or (B) the availability of the System Revenues for the payment and security of the obligations of the Borrower under this Agreement; and (ii) the Borrower provides to the WIFIA Lender, no later than sixty (60) days prior to the date of reorganization, consolidation or merger, prior written notice of such reorganization, consolidation or merger and the agreements and documents authorizing the reorganization, consolidation or merger, satisfactory in form and substance to the WIFIA Lender. In addition, the Borrower shall provide all information concerning 44